Citigroup shareholders
will vote Tuesday April 20 on a shareholder resolution that calls on the
company to establish a maximum ratio between the pay of the CEO and that
of the lowest-paid worker in the company.

Outside the corporate
shareholder meeting at Carnegie Hall, New York City, from 8:30 to 9:30
am, supporters of the resolution will offer shareholders fortune cookies
filled with messages on runaway CEO pay. They will dramatize the out-of-control
wage gap at Citigroup by contrasting one fortune cookie, representing
a bank teller's $30,000 salary, with wheelbarrows full of 5,566 fortune
cookies representing co-CEO Sanford Weill's $167 million pay.

"Citigroup CEO Sanford
Weill makes more in 22 minutes than the typical bank teller makes in one
year," reads one of the six fortune cookies being distributed. Another
reads, "If the minimum wage ($5.15) grew as fast as CEO pay since 1960,
it would now be $55.70. Vote YES on 6!"

Roger Rath and Judy
Weiss, Citigroup shareholders and members of Responsible Wealth, will
present the resolution, which is part of a national campaign, profiled
in the April 8 Wall Street Journal, addressing the wage gap between
CEOs and average workers.

Resolution proponents
were prompted to act by the threat that the growing wage gap poses to
working Americans. According to Business Week's current
issue, CEOs now earn an astounding 419 times the pay of average blue-collar
workers. Citigroup's co-CEO Sanford Weill is one of the
most outrageous examples: his $167 million in compensation makes him 1998's
third-highest paid executive. Weill is also Number 2 on Business Week's
list of executives who gave shareholders the least for their pay and Number
5 on the list of those executives whose companies performed the worst
relative to pay.

Co-CEO John Reed
had a 138 percent pay increase to $9.5 million from Citigroup last year
after the merger of Citicorp and Travellers, as well as $88 million in
unexercised stock option gains. Citigroup estimates that 10,400 workers
will be laid off due to the merger.

Responsible Wealth's
members and supporters have introduced shareholder resolutions about wage
inequities at nine companies so far this year: AlliedSignal, AT&T,
BankAmerica, BankBoston, Citigroup, Computer Associates, General Electric,
Huffy, and R.R. Donnelley. Some of the resolutions, such as
at Citigroup, ask the company to set a reasonable ratio between CEO pay
and the lowest-paid full-time employee in the company. Others ask the
company to report on this ratio. One resolution asked the company to conduct
a pay equity study by race and gender.

The first of the
resolutions, on pay equity, at the Chicago-based R.R. Donnelley &
Sons, on March 25, garnered a surprising 16.2% vote, or 13 million shares.
This is a very strong showing given the low turnout and the voting procedures
that favor management positions on proxy resolutions. According to the
Investor Responsibility Research Center, shareholder resolutions seeking
to limit CEO pay averaged 9.2% of the vote in 1998.

"Responsible
Wealth is on our way to generating 100 million votes this year for greater
shared prosperity," RW Director Scott Klinger said. "Many Americans
now see CEO pay as out of control. Even Federal Reserve Chairman Alan
Greenspan has publicly criticized such lush compensation and severance
packages."

United for a Fair
Economy is a national nonprofit organization that spotlights growing economic
inequality and advocates shared prosperity. UFE recently published Shifting
Fortunes: The Perils of the Growing American Wealth Gap.

Responsible Wealth,
a UFE project, is a growing network of over 400 businesspeople, investors
and affluent individuals in the top 5 percent of income and wealth working
together to reverse the trend of growing economic inequality.

Remarks of Judy Weiss at Citigroup Annual Meeting -- April 20, 1999

Good morning, my
name is Judy Weiss. In addition to being a shareholder of Citigroup I
am also a member of Responsible Wealth, a nationwide network of business
leaders and investors who have joined together to address the growing
economic divide in America. This year, Responsible Wealth members have
introduced nine shareholder resolutions on economic inequality with U.S.
corporations, including Citigroup.

There is growing
recognition in America that executive compensation is out of control.
Earlier this year, Federal Reserve Chairman Alan Greenspan testified before
Congress that shareholders are wasting their money on lucrative CEO compensation
and severance packages. Mr. Greenspan concluded, however, that there was
little the government could do to address this concern. While the government's
hands may be tied, shareholders' hands are not.

Our company has been
repeatedly singled out for its excessive CEO compensation. In a year when
Citigroup's performance faltered and thousands of employees lost their
jobs, Citigroup's co-chair Mr. Weill was the third highest paid CEO in
America, and our other co-CEO, Mr. Reed, received a generous increase
in his compensation, including a tripling of his bonus. In fact, according
to Business Week, Mr. Weill ranks among the top five executives who gave
shareholders the least bang for the buck and whose companies did the worst
relative to their pay over the past three years.

In 1998, the average
large company American CEO's compensation was 419 times that of the average
manufacturing worker, up from 326 times last year and 42 times as recently
as 1980. At Citigroup, Mr. Weill's compensation is probably more than
5,000 times higher than the lowest paid employee. That's staggering. Let
me give you a graphic illustration to make these enormous numbers more
real.

A few blocks from
this hall, the Empire State Building rises 1,454 feet above the New York
City skyline. If Mr. Weill's $167 million total compensation in 1998 were
represented by the height of the Empire State Building, how tall would
the buildings represented by other Citigroup workers be? The typical teller
or back office worker, earning $30,000 a year, would be represented by
a building just three inches tall. A well-compensated Citigroup manager,
earning $100,000 a year, would be represented by a building just 10 inches
tall.

Such towering discrepancies
between corporate leaders and those they seek to lead create obvious problems
within the corporation. The short-term nature of present compensation
policies offer a perverse incentive that rewards the few at the top for
laying off large numbers of workers. This leaves the majority of workers
more economically insecure, fearful that their jobs too will be downsized
or restructured. Pay practices that encourage disloyalty to workers foster
worker disloyalty in return.

I see the sorrowful
effect of the growing divide between the have more and the have less every
day in my work trying to improve the health of children and families in
this country. It's shameful!

It's time for a change!
It is time to re-think the incentives we offer leaders of our corporation.
It is time to look at the large option grants offered our leaders who
already have options worth millions of dollars, and ask "how much
incentive is enough?" It is time that we refute the "great person
theory of shareholder value" that one person is responsible for the
vast creation of wealth. It is time that we openly discuss the effects
of concentrated wealth on our company, on the economy and on our democracy.

Our proposal offers
one simple solution to begin this discussion. We ask that Citigroup establish
a ratio between highest and lowest paid workers. We ask that the success
of our company's leaders be linked to the success and security of their
colleagues, the co-creators of value for shareholders, customers and society.

America stands at
an important crossroads. Will we head into the next century as a nation
divided by two sets of economic values: one that operates on a "winner
takes all" principle, the other founded on the deeply seated American
dream that all people who work hard deserve economic security and the
opportunity to improve their lot in life? The answer to this question
is up to us -- as people -- as citizens -- and as shareholders.

Mr. Weill, you certainly
deserve your reputation as a corporate leader. You also are known for
your strong support of minority business development and socially-responsible
investing. I was taught by my parents that with privilege comes responsibility.
We stand before you today to challenge you to be a leader in the movement
toward responsible wealth.